Terms | Amaryllo GSN

Amaryllo Inc.

Version dated: 27 November 2024

Welcome to Amaryllo GSN Terms of Service. These terms and information are laid out to cover the key information and terms of service for Amaryllo’s services.

1. Introduction

1.1 Acceptance of Terms: By accessing or using the services provided by Amaryllo Inc. (registered in the USA, trading address: 2372 Morse Ave., Ste. 523, Irvine, CA 92614, referred to as "Amaryllo," "GSN," "we," "us," or "our"), you confirm that you have read, understood, and agreed to these Terms and Conditions of Service (the "Terms"). Our platform facilitates the offering, selling, and purchasing of services and products, with Amaryllo providing additional support to ensure safety and quality.

1.2 Platform Services: Amaryllo offers an online portal where users can discover, reserve, and deploy computing infrastructure resources. Sellers are responsible for the accuracy and validity of the hardware, information, certifications, and service listings they provide.

1.3 Conditional Use: Your access to and use of our Services is subject to your acceptance of, and compliance with, these Terms.

1.4 Agreement to Terms: By accessing or using our Services, you agree to be bound by these Terms. If you do not agree, you are prohibited from using our Services.

1.5 Compliance Obligations: The use of your Amaryllo Account and our Services must comply with these Terms, all applicable laws, and any additional policies or standards provided by Amaryllo.

1.6 Eligibility Requirements: To utilize Amaryllo's services or create an Amaryllo Account, you must be at least 18 years of age or be a legally recognized entity capable of entering into binding contracts.

1.7 Access Conditions: Amaryllo may impose certain conditions on access to specific services or features, such as verification processes, customer identification, and performance requirements.

1.8 Modifications to Terms: Amaryllo reserves the right to revise these Terms at any time, with changes posted on our platform or website. If you do not agree with the updated Terms, you must discontinue using our Services. Continued use after the changes take effect signifies your acceptance of the updated Terms.

1.9 Service Changes: We reserve the right to modify or discontinue any part of our Services, including features, functionalities, and support, at any time, with or without notice, except where prohibited by law. Amaryllo is not liable for any consequences arising from such changes.

2. Definitions and Interpretation

Account: A personal account for Users to interact as Buyers or Sellers on the Amaryllo Network or Platform, accessible via Websites or the Amaryllo App.

Account Holder: A person agreeing to these Terms to use the Service.

Amaryllo Platform: The collective services, including customer portal, billing platform, API, network, and any services agreements.

Amaryllo Software: Software enabling computational tasks, resource transactions, data collection, and blockchain connectivity.

API: Application programming interface.

Buyers: Users purchasing services or Resources on the Amaryllo Platform.

Commitment Level: The minimum commitment for devices, units, resources, or spend.

Commitment Period: The agreed duration for the above commitment.

CPO: Commitment Period Option as defined in the commitment clause.

Confidential Information: Nonpublic information disclosed by or to us, subject to certain exclusions.

Customer Services: Contact details on the Websites or Amaryllo Platform.

End Users: Individuals or entities using Your Content or Services under your account.

GSN: The Global Supercomputing Network (GSN) is a high-performance computing platform that optimizes and connects distributed computing resources globally to tackle complex computational tasks. In addition to facilitating the connection of pre-owned GPU servers with individuals and organizations in need, the platform also offers a selection of GPUs for sale.

Hardware: Devices supplying resources to the network.

IP Address: Internet Protocol address assigned to network-connected devices.

Marketplace: Where buyers are purchasing the service from third-party sellers.

Network: The collective of nodes and servers powering computational and blockchain services.

Payment Method: Chosen method for transactions on the Amaryllo Platform.

Private Cloud: Where buyers are purchasing dedicated infrastructure for a term purely for their own use.

Resources: Hardware and software resources available on the Amaryllo Platform.

Service Offerings: Services provided under this agreement, excluding Third-Party Content.

Services: Various services offered by Amaryllo, including software provision, resource trading, and account maintenance.

Subscription: User commitment to access specific services or products.

Suppliers/Sellers: Users selling services or Resources on the Platform.

User: A person using Services under these Terms.

Workloads: Tasks run or utilizing computing resources.

Your Content: Content you or End Users transfer for processing or hosting in connection with your Amaryllo account, excluding Account Information.

3. Important Advisory Notice – Availability, Inadvertent Errors and Inaccuracies of the Service

3.1 Service Updates and Inaccuracies: We continuously update our product and service offerings. Occasionally, there may be inaccuracies in product descriptions, pricing, availability, or other information on our Services or related advertisements.

3.2 Service Usage Costs: When you use our Services, you will be informed about any applicable costs, rates, fees, or revenues and their calculation basis.

3.3 Information Accuracy: Despite our efforts, we cannot guarantee the complete accuracy of information on our Services, including but not limited to prices, commissions, product specifications, and availability. We reserve the right to correct any errors or inaccuracies and update information without prior notice.

3.4 US Law Compliance: This section does not affect any statutory or common law rights under US law arising from lawful use of the Services.

3.5 Liability for Non-contractual Reliance: We are not liable for any non-contractual reliance on information presented on our websites or any controlled digital or other content.

4. Commencement

4.1 Agreement to Terms: Your acceptance of these Terms becomes effective once you create an Account on our Websites or sign the associated order form or schedule.

4.2 Term Duration: These Terms remain in force for as long as you continue to use our Services.

4.3 Termination Without Commitment: If you are not bound by a Commitment Period or active subscriptions, you may terminate this agreement at any time by discontinuing your use of the Services, as specified in the termination clause.

4.4 Termination With Commitment: If you are within a Commitment Period or have active subscriptions, termination is only permitted after fulfilling the commitment, as detailed in the termination clause.

5. Acceptable Use

5.1 Adherence to AUG: Use of Amaryllo’s services requires compliance with our Acceptable Use Guidelines (AUG). Breaching these policies may result in service termination. These policies are subject to amendment.

5.2 Workload Management: You agree to run workloads responsibly, ensuring that you do not intentionally overload, disrupt, or damage Amaryllo’s platforms and network.

5.3 Performance Scoring: For marketplace buyers, Amaryllo may assess and rate your workload performance and payment reliability.

5.4 Content and Review Policy: Users must not post malicious, defamatory, obscene, discriminatory, or inappropriate content. This includes avoiding hate speech, personal attacks, and manipulation of our review system through multiple accounts or other means. Violations may lead to account suspension or termination.

5.5 Reporting Violations: Users are encouraged to report any violations of these terms to Amaryllo immediately. Prompt reporting helps us maintain a safe and compliant environment for all users.

6. Non-Circumvention for Marketplace Buyers

6.1 By using Amaryllo’s services, you agree to adhere to our terms and policies, including the Terms of Service. We reserve the right to enforce these guidelines at our discretion, and severe or repeated violations may result in account suspension or termination. Prohibited actions that violate these terms include, but are not limited to:

(i) Engaging with Sellers or Buyers off-platform for new or existing resources.

(ii) Contacting potential Sellers or Buyers to negotiate directly outside the Amaryllo platform.

(iii) Requesting off-platform contact through non-Amaryllo channels.

(iv) Cancelling and rebooking resources with the same Sellers outside the Amaryllo platform.

(v) Encouraging off-platform collaboration for current or future resources.

(vi) Sharing direct contact details within Amaryllo platform communications.

(vii) Requesting direct contact information from Sellers or Buyers.

(viii) Soliciting contact information for external communication or payments.

Exceptions: Legal or compliance requirements may necessitate additional contact or identity information.

7. Pricing Updates

7.1 Fee Modification: Amaryllo reserves the right to modify service fees at any time, except where limited by any existing commitment period agreements.

7.2 Subscription Fees: Fees for subscription-based services or resources will be clearly communicated prior to subscription. Any fee changes will take effect at the end of the current billing cycle or within the specified fee period.

7.3 Acceptance of Changes: Continued use of Amaryllo services after a fee change indicates acceptance of the updated fee structure.

8. Subscriptions and Renewals

8.1 Subscription Start and Term: Your subscription begins on the order date through the Amaryllo platform, with the initial term selected during subscription. Unless otherwise specified, the subscription will automatically renew for the same term unless canceled by either party under the terms. To cancel, you must provide notice within the period specified on the Amaryllo platform. By subscribing, you authorize Amaryllo to charge the applicable renewal fees to your payment method. If payment fails, auto-renewal may be suspended.

8.2 Pricing Changes: Amaryllo reserves the right to adjust subscription prices anytime. Any new pricing will apply after the current term ends, with no refunds. It is your responsibility to stay informed of any price changes on the Amaryllo platform. Adjustments to your subscription may result in additional fees.

8.3 Change Notifications: For paid subscriptions, Amaryllo will notify you of any major changes to service or pricing. These changes will only take effect after your current subscription term. If you do not accept the new terms, you can choose not to renew.

8.4 Access Post-Cancellation: Upon cancellation and after your subscription term ends, access to Amaryllo services and any associated data will be discontinued.

8.5 Data Recovery After Cancellation: Retrieving data post-cancellation may not be possible. If recovery is requested, an administrative fee may apply.

8.6 Cancellation Policy: You may cancel your subscription at any time by contacting us via email at support.ai@amaryllo.com or through the Amaryllo portal. The cancellation will be effective at the end of the current subscription term. Charges will apply until the term concludes, with no pro-rata refunds for unused periods.

9. User Restrictions

(i) knowingly misrepresent their identity or affiliation with any other person or organization;

(ii) use our websites or services to send junk email, spam, or any form of unsolicited communication to recipients who have not consented or do not wish to receive them;

(iii) attempt to access, decompile, reverse engineer, decipher, decrypt, decode, create derivative works from, disassemble, convert into human-readable form, or otherwise interfere with Amaryllo and/or partner's software;

(iv) use the Amaryllo software outside of the Amaryllo platform and service without authorization;

(v) attempt to bypass or avoid any fees due for using the Amaryllo platform;

(vi) share, rent, or lease your right to use Amaryllo software without prior approval.

9.2 Amaryllo reserves the right to terminate your account, delete any pages or profiles, or take any other action it deems appropriate in the event of a breach of these terms or any other unlawful conduct.

9.3 Multiple user accounts controlled by a single person or entity may be considered a botnet. Access to these accounts may be suspended, and an investigation will be initiated. If found to violate these terms, such accounts may be terminated.

9.4 Suspecison Acces: We may temporarily suspend your or any end user’s right to access or use any portion or all of the service offerings, effective immediately upon notice, if we determine that:

(i) Your or an end user’s use of the service offerings:

(a) Poses a security threat to the service offerings, our systems, or any third party;

(b) Could negatively impact the performance or integrity of our systems, the service offerings, or the content and systems of other Amaryllo customers;

(d) Appears to be fraudulent or otherwise suspicious.

(ii) You or any end user has breached this agreement;

(iii) You are in default of your payment obligations;

(iv) You have ceased normal business operations, made an assignment for the benefit of creditors, or become subject to any bankruptcy, reorganization, liquidation, dissolution, or similar legal proceedings.

9.5 Responsibilities During Suspension: If your access to the service offerings is temporarily suspended:

(i) You remain liable for all applicable fees and charges incurred during the suspension period; and

(ii) You will not be eligible for any service credits outlined in the service level agreements during the period of suspension.

10. Commitments

(I) On-Demand Services: These services are available with no commitment period, and are typically charged on an hourly basis. The Buyer must pay in advance to access these services. Services will continue as long as the account holder chooses to use them or until Amaryllo or the Sellers decide to discontinue them.

(ii) Commitment Period Services: These services are typically charged by the month or by the year. The Buyer agrees to use the service for a specified commitment period and a fixed total spend.

10.1.1 The Commitment Period refers to the period that begins on the date the services are committed on the Amaryllo GSN Platform and ends on the agreed-upon date, as specified through the Amaryllo GSN Platform, contract, or order form.

10.1.2 The Commitment Level is the minimum required level of either spend or resource quantity during the commitment period, along with a commitment to the associated costs.

11. User Restrictions

11.1 User must not:

(i) knowingly misrepresent their identity or affiliation with any other person or organization;

(ii) use our Websites or Services to send junk email, spam, or any other form of unsolicited communication to people who do not wish to, or have not consented to, receive them;

(iii) attempt to access, decompile, reverse engineer, decipher, decrypt, decode, create derivative works from, disassemble, convert into a human-readable form, or otherwise interfere with Amaryllo GSN Software;

(ix) use the Amaryllo Software outside of the Amaryllo GSN Platform and Service without authorization;

(x) try to circumvent any due fees from using the Amaryllo GSN Platform;

(xi) share, rent, or lease out your right to use Amaryllo Software without prior approval.

11.2 Amaryllo reserves the right to terminate your Account, delete any pages or profiles, or take any other appropriate action if a breach of these Terms occurs, or if any unlawful conduct is identified.

11.3 Multiple user accounts controlled by a single person or entity may be considered a botnet, and access to these accounts may be suspended. In such cases, an investigation will be conducted in accordance with these Terms and Conditions. If the accounts are found to be in violation of these Terms and Conditions, they may be terminated.

11.4 We may temporarily suspend your or any End User’s access to any portion or all of the Service Offerings immediately upon notice if we determine that:

(i) your or an End User’s use of the Service Offerings (a) poses a security risk to the Service Offerings or any third party, (b) could negatively impact our systems, the Service Offerings, or the systems or content of any other Amaryllo customer, (c) could expose us, our affiliates, or any third party to liability, or (d) could be fraudulent;

(ii) you or any End User are in breach of this Agreement;

(iii) you are in breach of your payment obligations

(iv) you have ceased normal operations, made an assignment for the benefit of creditors, or undergone any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.

11.5 If we temporarily suspend your access to any portion or all of the Service Offerings:

(i) you remain responsible for all fees and charges incurred during the suspension period; and

(ii) you will not be entitled to any service credits under the Service Level Agreements for the suspension period.

12. Risk Acknowledgment

12.1 Acknowledgment of Risks: By accepting these Terms, you acknowledge and fully understand the risks associated with using the Amaryllo Platform and Services, as outlined below.

12.2 Recognized Risks: By agreeing to these Terms, you confirm that you have read, understood, and accepted the risks detailed below.

(i) Hardware Cooling and Damage: Risks associated with using Amaryllo Software on hardware that lacks adequate cooling, which could lead to potential damage.

(ii) Resource Suitability: It is your responsibility to ensure that the resources used with Amaryllo Services are compatible and meet the required performance standards.

(iii) Misuse of Hardware/Software: Amaryllo is not liable for any damage resulting from the negligent or intentional misuse of hardware or software.

(iv) Overclocking: You acknowledge the risks of overclocking, including the potential strain on hardware and the risk of failure. Amaryllo is not responsible for any damage caused by overclocking.

(v) Payment Method: Transferring funds via external Payment Methods or Wallets is done at your own risk. Amaryllo is not liable for any losses, including those due to network delays or errors in Payment Method information.

(vi) Account Security: You are responsible for keeping your account credentials and computing hardware secure. Amaryllo is not liable for unauthorized access or loss resulting from compromised credentials.

(vii) Service Hacking Risks: Be aware of potential security breaches or hacking attempts that may target Amaryllo Services.

(viii) Data and Workload Uncertainty: Amaryllo does not guarantee the nature or behavior of computational workloads running on its network and is not responsible for any damages resulting from the installation or update of custom software or operating systems.

12.3 Financial Risks and Responsibilities:

You acknowledge and accept the following:

(i) Uninsured Balances: Balances in your account are not insured and are held at your own risk.

(ii) Reliance on Third-Party Services: Amaryllo may use third-party providers for services such as balance conversion, but we are not responsible for their performance or reliability.

12.4 External Links and Content:

Amaryllo is not liable for the content, policies, or practices of third-party websites or services linked to from our Services. We advise you to independently review their terms and policies.

13. Buyers

13.1 Password and Account Security

You are responsible for safeguarding the password to your computing resources and agree to the following:

(i) It is your responsibility to ensure that passwords are secure, complex, and not easily guessable.

(ii) In the event of any unauthorized access to the resources you control, you remain fully responsible for any breach or activities conducted using your password, whether within Amaryllo's Services or a third-party service.

13.2 Security, Protection, and Backup of Your Content

You are responsible for configuring and using the Service Offerings securely, taking appropriate measures to protect and back up your accounts and Your Content. This may include using encryption to safeguard Your Content from unauthorized access and routinely archiving it to prevent loss.

13.3 Compliance and Content Ownership

You must ensure that Your Content and its use by you or any End Users comply with all applicable laws and Amaryllo's Policies. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.

13.4 Resellers

Amaryllo recognizes that our services may be resold by Buyers to their clients ("Resellers"). Our responsibility is limited to providing services to our direct customers, and does not extend to end clients of Resellers. Amaryllo will not be liable for any issues arising between Resellers and their clients. Resellers are fully responsible for client relations, including support, and ensuring compliance with Amaryllo's terms of service.

Marketplace Buyers

13.5 Marketplace Services

The services provided through the Marketplace are subject to standard terms, including the "AS IS" and "AS AVAILABLE" nature of these offerings. Amaryllo does not guarantee uninterrupted, secure, or error-free service.

13.6 Buyer Acknowledgements

By purchasing resources through the Marketplace, you hereby agree and warrant the following:

(i) Amaryllo has no control over and does not guarantee the existence, quality, safety, or suitability of any Sellers of resources in the Marketplace.

(ii) Amaryllo does not guarantee the accuracy of descriptions, security levels, tier ratings, user content, performance ratings, reliability, or availability of the resources offered by Sellers, and does not endorse any Sellers or their offerings.

(iii) Verified, KYC Approved, Approved, Security Approved, Security Levels, and other verified labels solely indicate that the Member has completed the relevant verification or identification process. These labels do not represent an endorsement, certification, or guarantee by Amaryllo regarding the trustworthiness, safety, or suitability of the computational resource Sellers or their offerings.

(iv) Before purchasing computational resources, you should always exercise due diligence and carefully evaluate whether the selected resources are suitable for the type of computational workloads you intend to run.

(v) Amaryllo cannot guarantee against the loss, corruption, or degradation of data, or any potential impact on computational performance for workloads processed through Amaryllo's services.

(vi) Any software you install on your purchased resources must have the appropriate licenses. You assume full responsibility for ensuring compliance with all applicable licensing requirements.

13.7 In the event that a seller cancels a subscription that has already been paid for, the buyer may be eligible for a pro-rated refund for the unused portion of the service. The refund amount will be determined based on the pro-rated value of the remaining service and will be credited to the buyer's account. The seller may be subject to additional penalties or fees for the cancellation, provided that the cancellation is not due to the buyer’s violation of the Acceptable Use Guidelines or any terms of this agreement.

14. Fees and Payments

14.1 When you add a payment method to your Amaryllo account or Amaryllo order form, you will be asked to provide billing information such as your name, billing address, email address, and payment method or financial instrument details to Amaryllo or its third-party payment processors. You authorize Amaryllo and its payment service providers to collect and securely store your payment method information.

14.2 When adding or using a new payment method, Amaryllo may verify the payment method by:

(i) Authorizing your payment method for one or more nominal amounts through a payment service provider and asking you to confirm those amounts or transaction ID;

(ii) Using an additional authentication method such as 3D Secure; or

(iii) Requesting you to upload a billing statement or other proof of authentication.

14.3 We reserve the right to initiate refunds of nominal verification amounts to your payment method. When you add a payment method during checkout, it will automatically be saved to your Amaryllo account for future transactions. You may not remove a payment method associated with an active subscription. If available, you may add additional payment methods.

14.4 You authorize Amaryllo to charge your payment method(s) (including multiple methods, if applicable) for all fees due, including any applicable taxes, associated with your Amaryllo account.

14.5 Amaryllo retains the right to decline payments or impose limits on spending or payment activity on any account at its sole discretion.

14.6 Payment methods may involve third-party payment providers. These providers may charge additional fees for processing payments related to the services. Amaryllo disclaims all liability for such fees, which are solely your responsibility. Your payment method may also be subject to its own terms of use, which you should review before use.

14.7 Amaryllo is not responsible for any losses resulting from incorrect or incomplete payment method information provided by you.

14.8 Fees for services are listed within the relevant sections of the Amaryllo platform. Additional charges, such as credit card fees, chargeback fees, or network fees may apply. Fees may also vary due to fluctuations in exchange rates.

14.9 If you fail to pay any amounts owed under this agreement within the specified payment terms, Amaryllo reserves the right, but is not obligated, to refer the outstanding debt to a third-party collection agency. You will be responsible for all fees and costs incurred by Amaryllo in connection with collecting the overdue amounts. This includes, but is not limited to, collection agency fees, court costs, attorney's fees, and any applicable administrative fees imposed by Amaryllo. The administrative fee is intended to cover Amaryllo's expenses related to the collection process, including administrative overhead and associated costs.

14.10 All setup fees, prepayment fees, and special configuration fees are non-refundable.

15. Content

15.1 User Responsibility for Content: You bear full responsibility for all information, text, graphics, videos, or other materials ("Content") you post, upload, or otherwise make available through Amaryllo’s Services. This responsibility includes ensuring the legality, reliability, and appropriateness of your Content. By uploading or posting Content publicly through our Services, you grant Amaryllo a worldwide, royalty-free, non-exclusive, and irrevocable right to use, modify, perform, display, reproduce, and distribute your Content as part of providing the Services. While you retain ownership of your Content, you expressly allow Amaryllo to make your Content publicly accessible for marketing, promotional, and other lawful purposes, consistent with these Terms.

15.2 No Warranty on Content Accuracy: Amaryllo makes no guarantees regarding the accuracy, validity, or reliability of any Content uploaded or posted by users. You acknowledge that Amaryllo is not liable for any issues arising from user-generated Content.

16. Accounts

16.1 Accurate Account Information: When registering for an account with Amaryllo, you must provide accurate, complete, and up-to-date information. Failure to maintain accurate account details may result in suspension or termination of your account.

16.2 Password Security and Responsibility: It is your responsibility to secure your account credentials, including your password. You are fully accountable for all activities conducted under your account, whether by you, your employees, or third parties, regardless of whether those activities were authorized by you.

16.3 Third-Party Disclosure Prohibition: Do not share your password or other sensitive account details with any third party. If you become aware of any unauthorized access or security breach related to your account, notify Amaryllo immediately to minimize potential harm.

16.4 Username Guidelines: Usernames must not impersonate others, violate intellectual property rights, or contain offensive or inappropriate language. Amaryllo is not liable for any disputes or damages resulting from misrepresentations or violations stemming from your username selection.

16.5 Unique Account Requirements: Each account must be linked to a unique, valid email address and payment method. Creating multiple accounts with the same email address is strictly prohibited unless explicitly authorized by Amaryllo.

16.6 Accountability for Account Activity: You are responsible for all activities conducted under your account, including actions performed by employees, contractors, or third parties. This responsibility excludes cases where Amaryllo is in breach of this Agreement.

16.7 End User Oversight: You are solely responsible for managing and overseeing the actions of End Users interacting with Amaryllo’s Services through your account. This includes ensuring their compliance with this Agreement. You may need to suspend End User access if violations occur. Amaryllo does not provide direct support to End Users unless a separate agreement is in place.

17. Intellectual Property

17.1 Ownership and Protection: The Services, excluding user-provided Content, are the exclusive property of Amaryllo and its licensors. This includes original content, features, and functionality, which are protected by copyright, trademark, and other applicable laws in the United States and internationally. Use of Amaryllo’s trademarks or trade dress requires prior written consent from Amaryllo.

17.2 Open Source and Third-Party Software: Amaryllo software and software distributed via Amaryllo’s services may incorporate open-source and third-party licensed software. You agree to adhere to all applicable licensing terms associated with such software.

17.3 User Suggestions: Any suggestions, feedback, or ideas you provide to Amaryllo or its affiliates may be used without restrictions. By submitting such suggestions, you irrevocably assign all rights, titles, and interests in them to Amaryllo and agree to assist in documenting and maintaining these rights as necessary.

18. Termination

18.1 Non-Event Termination: If you do not have an active subscription service or commitment period, Amaryllo may terminate or suspend your account automatically, without prior notice or liability, at its sole discretion and for any reason (“Non-Event Termination”).

18.2 Termination for Breach: If Amaryllo terminates your account due to a breach of any terms outlined in this agreement, you will not be entitled to any refunds, including but not limited to:

Any commitment fees paid to date;
Any cleared or uncleared balances;
Any prepayments, security deposits, or outstanding balances.

18.3 Obligations Upon Termination: In the event of either Non-Event Termination or Termination for Breach, you remain responsible for all fees, and charges accrued up to the effective termination date.

18.4 Immediate Cessation of Services: Upon termination, your right to use the account and services will cease immediately.

19. Indemnification and Disclaimers

19.1 Indemnification: You agree to defend, indemnify, and hold the Company, its subsidiaries, affiliates, and their respective officers, agents, partners, and employees harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, arising from or related to:

(i) Your submitted content or contributions,

(ii) Your use of the Company Services,

(iii) Any breach of this Agreement or your representations and warranties, or

(iv) Your intentional or negligent actions or omissions.

The Company reserves the right, at your expense, to assume exclusive defense and control of any matter subject to indemnification under this Section. You agree to cooperate fully, at your own expense, with the Company’s defense of any such claims. The Company will make reasonable efforts to notify you promptly of any claim, action, or proceeding to which this indemnification applies, upon becoming aware of it. Additionally, you agree to defend, indemnify, and hold Providers, including their subsidiaries, affiliates, and their respective officers, agents, partners, and employees harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, arising from or related to:

(i) User-contributed content or submissions,

(ii) Any breach of this Agreement or your representations and warranties, or

(iii) Your intentional or negligent actions or omissions.

19.2 Disclaimer of Warranties on Marketplace Services: The Marketplace Services are provided "AS IS" and "AS AVAILABLE," with no express or implied warranties, including but not limited to merchantability, fitness for a particular purpose, non-infringement, or course of performance.

No Warranties by the Company: The Company, including its subsidiaries, affiliates, and licensors, does not guarantee that:

(i) The Services will be uninterrupted, secure, or available at all times or locations,

(ii) Errors or defects in the Services will be corrected,

(iii) The Services will be free from viruses or other harmful elements, or

(iv) The Services will meet your specific requirements or expectations.

19.3 Limitation of Representations

The Company makes no representations or warranties, express or implied, regarding:

(i) Uninterrupted or error-free operation or availability of the Services, including content, materials, or products,

(ii) Accuracy or reliability of information provided through the Services,

(iii) The Services being free from harmful components like viruses, trojans, or malware, or

(iv) The Services meet your specific needs or expectations.

19.4 Jurisdictional Variations: Some jurisdictions do not permit the exclusion of certain warranties or limitations on statutory consumer rights. As a result, parts of this disclaimer may not apply to you.

20. Notices

Unless expressly stated otherwise, all notices to the Company must be sent via email to the address provided in the contact information below. Notices to you will be sent to the email address you provided during registration or to any updated address you specify in writing. Notices sent by email will be deemed received 24 hours after dispatch, provided the sender has not been notified of an invalid email address. At our discretion, we may also deliver notices to you via regular mail, in which case delivery will be deemed effective within five (5) business days of mailing.

21. Complaints, Disputes and Mediation

21.1 If you have any complaints or issues regarding the services provided, you must contact our Customer Service team. We will make reasonable efforts to resolve the issue or, if applicable, explain why we are unable to do so.

21.2 If any dispute arises in connection with this Agreement that Amaryllo cannot resolve after receiving a complaint, the parties agree to enter into good faith mediation to settle the dispute.

21.3 Amaryllo facilitates the connection of Buyers and Sellers of computing resources or blockchain networks. If the expected compute services are not delivered or payment is not received, the Buyers and Sellers should, where possible, communicate directly to resolve the issue.

21.4 You agree that Amaryllo’s maximum liability in the event of a dispute is limited to the fees Amaryllo has received in the relevant month of the dispute. This liability does not extend to any third-party payments for resources or to payments made by Amaryllo for providing resources.

22. Data Protection

22.1 At Amaryllo, we are committed to safeguarding your personal data. We will process your personal data only in compliance with our Privacy Policy and these Terms of Service, ensuring that your privacy is always respected.

22.2 By agreeing to these Terms of Service, you provide your consent to Amaryllo processing your personal data in accordance with both this Agreement and our Privacy Policy.

23. Miscellaneous

23.1 Assignment: You may not transfer or assign this Agreement or any of your rights and responsibilities under it without our prior written consent. Any attempt to do so without consent will be considered invalid. We can assign this Agreement without your consent in the following cases:

(a) in connection with a merger, acquisition, or sale of all or nearly all of our assets; or

(b) to any of our affiliates or as part of a corporate reorganization.

Once the assignment is made, the new party will take over our role in this Agreement, and Amaryllo will be fully released from any further obligations.

This Agreement will remain binding on, and benefit, the parties and their permitted successors or assigns.

23.2 Governing Law: All matters relating to the Website and this Agreement, and any dispute or claim arising therefrom or related thereto (including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California, United States of America, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

23.3 Statue of Limitations: Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Website, Company services, or this Agreement must be filed within one (1) year after such claim or cause of action arises, or it will be forever barred.

23.4 Force Majeure: We and our affiliates are not responsible for any delays or failure to perform under this Agreement if caused by events beyond our reasonable control. This includes but is not limited to, natural disasters, labor disputes, power outages, telecommunications failures, government actions, terrorism, or war.